Common use of Payment and Delivery Clause in Contracts

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account of the Underwriter at 10:00 a.m., New York City time, on March 9, 2020, or at such other time on the same or such other date, not later than March 16, 2020, as shall be designated in writing by the Underwriter. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account of the Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, as shall be designated in writing by the Underwriter. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by law.

Appears in 2 contracts

Samples: Underwriting Agreement (Maple Holdings B.V.), Underwriting Agreement (Keurig Dr Pepper Inc.)

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Payment and Delivery. Payment for the Firm Shares to be sold by each the Selling Shareholder Stockholder shall be made to such the Selling Shareholder Stockholder in Federal or other funds immediately available in New York City Houston, Texas against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City Houston time, on March 9December [ ], 2020, or at such other time on the same or such other date, not later than March 16, 2020, as shall be designated in writing by the Underwriter2004. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE." Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholder in Federal or other funds immediately available in New York City Houston, Texas against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City Houston time, on the date specified in the corresponding notice described in Section ‎3 3 hereof or at such other time on the same or on such other date, in any event not later than April 17December [ ], 20202004, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 2 contracts

Samples: Underwriting Agreement (Todco), Underwriting Agreement (Todco)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on April 12, 2017 or at such other time on the same or such other date, not later than April 19, 2017 as may be designated in writing by you. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of the Underwriter Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 10:00 9:00 a.m., New York City London time, on March 9April 12, 2020, 2017 or at such other time on the same or such other date, not later than March 16April 19, 2020, 2017 as shall may be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder Firm ADSs shall be made to registered in such Selling Shareholder names and in Federal or other funds immediately available such denominations as you shall request in New York City against delivery of such Additional Shares for the account of the Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event writing not later than April 17, 2020, as shall be designated in writing by one full business day prior to the UnderwriterClosing Date. The Firm Shares and Additional ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares Securities to the Underwriter Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by lawsuch amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Appears in 2 contracts

Samples: Underwriting Agreement (VEON Ltd.), Underwriting Agreement (Telenor East Holding II As)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[ ], 20202017, or at such other time on the same or such other date, not later than March 16[ ], 20202017, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[ ], 20202017, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or and the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 2 contracts

Samples: Underwriting Agreement (Vine Resources Inc.), www.sec.gov

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder or upon the order of the Bank by wire transfer payable in Federal or other funds immediately available to an account specified by the Bank on the Closing Date and time set forth in New York City against delivery of such Firm Shares for the account of the Underwriter at 10:00 a.m., New York City time, on March 9, 2020Schedule 1 hereto, or at such other time on the same or such other date, not later than March 16, 2020the fifth business day thereafter, as shall may be reasonably designated in writing by the UnderwriterRepresentatives in writing. The time and date of such payment are hereinafter herein referred to as the Time of Delivery and such date, the Closing Date.” Payment . At the Time of Delivery, the Bank shall pay the Underwriters a fee (the Underwriters’ Fee) equal to 0.250% of the aggregate principal amount of each series of the Securities. The parties agree that the Underwriters shall set off the Underwriters’ Fee against a portion of the purchase price payable to the Bank in an amount equal to the Underwriters’ Fee and payment by the Underwriters to the Bank in accordance with the above paragraph of the purchase price net of the Underwriters’ Fees shall be full satisfaction of the Underwriters’ obligation to pay the purchase price for any Additional Shares the Securities and of the Bank’s obligation to be sold by each Selling Shareholder pay the Underwriters’ Fee. Delivery of the Securities shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares the Representatives for the account respective accounts of the Underwriter at 10:00 a.m., New York City time, on several Underwriters against payment by the date specified in several Underwriters through the corresponding notice described in Section ‎3 or at such other time on Representatives of the same or on such other date, in any event not later than April 17, 2020, as purchase price thereof. Delivery of the Securities shall be designated in writing by made through the Underwriter. facilities of The Firm Shares Depository Trust Company unless the Representatives shall otherwise instruct and Additional Shares shall be registered in such names and in such denominations as the Underwriter shall request not later than one full business day prior agree to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by lawBank.

Appears in 2 contracts

Samples: Underwriting Agreement (Canadian Imperial Bank of Commerce /Can/), Underwriting Agreement (Canadian Imperial Bank of Commerce /Can/)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds funds, denominated in the currency in such proportions as specified in Section 4, immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 8:00 a.m., New York City time, on March 9n, 2020, or at such other time on the same or such other date, not later than March 16, 2020, as shall be designated in writing by the Underwriter2008. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Sellers in Federal or other funds funds, denominated in U.S. dollars, immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 8:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 or at 4. The time and date of such other time on payment are hereinafter referred to as the same or on such other date, in any event not later than April 17, 2020, as shall be designated in writing by the Underwriter“Additional Closing Date”. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Additional Closing Date, as the case may be, which date and time may be postponed by agreement among the Representatives and the Sellers. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Additional Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 2 contracts

Samples: Underwriting Agreement (Consonus Technologies, Inc.), Underwriting Agreement (Consonus Technologies, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder the Company shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9, 2020the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later than March 16, 2020the fifth business day thereafter, as shall may be designated in writing by the UnderwriterManager. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account of the Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17, 2020the tenth business day thereafter, as shall may be designated in writing by the Underwriteryou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Firm Shares and Additional Shares shall be delivered to the Underwriter Manager on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 2 contracts

Samples: Underwriting Agreement (Repay Holdings Corp), Underwriting Agreement (Repay Holdings Corp)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[____________], 202020[__], or at such other time on the same or such other date, not later than March 16[_________], 202020[__], as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[_______], 202020[__], as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 2 contracts

Samples: Underwriting Agreement (McAfee Corp.), Underwriting Agreement (McAfee Corp.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at approximately 10:00 a.m., New York City time, on March 9, 2020, or at such other time on the same or such other date, not later than March 16, 2020, as shall be designated in writing by the Underwriter2012. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder applicable Seller shall be made to such Selling Shareholder each applicable Seller in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 20202012, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) reduced by any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) subject to any withholding required by law.

Appears in 2 contracts

Samples: www.sec.gov, Underwriting Agreement (Facebook Inc)

Payment and Delivery. Payment for the Firm Securities shall be made in accordance with the terms of this Section 5. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for the Firm ADSs shall be made to the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm ADSs for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on September 25, 2017 or at such other time on the same or such other date, not later than October 2, 2017 as may be designated in writing by you. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account in Euroclear NL of the Underwriter Xxxxxx Xxxxxxx & Co. LLC or one of its affiliates, in its capacity as settlement agent, at 10:00 9:00 a.m., New York City London time, on March 9September 25, 2020, 2017 or at such other time on the same or such other date, not later than March 16October 2, 2020, 2017 as shall may be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder Firm ADSs shall be made to registered in such Selling Shareholder names and in Federal or other funds immediately available such denominations as you shall request in New York City against delivery of such Additional Shares for the account of the Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event writing not later than April 17, 2020, as shall be designated in writing by one full business day prior to the UnderwriterClosing Date. The Firm Shares and Additional ADSs shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid imposed by Bermuda, The Netherlands, Norway or political subdivision or taxing authority thereof or therein that is payable by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares Securities to the Underwriter Underwriters duly paid and (ii) any withholding of taxes required under the laws of Bermuda, The Netherlands, Norway or any political subdivision or taxing authority thereof or therein; provided that, prior to paying any such transfer taxes, or withholding any taxes, the Underwriters shall (a) notify the Selling Shareholder of their intention to reduce the Purchase Price by lawsuch amount, or impose such withholding, and (b) take any actions reasonably requested to permit the Selling Shareholder to provide any tax form, certificate, document or information that, if provided, would reduce the amount of such taxes; and provided further that, there shall be no such reduction in the Purchase Price for transfer or withholding taxes under this Section 5 to the extent that such transfer taxes were imposed, or withholding was required, (x) due to a connection of the Underwriters with the jurisdiction that imposed such transfer taxes or required such withholding (other than a connection arising from the execution, performance or enforcement of this Agreement) or (y) because of the failure by the Underwriters to provide or file any accurate and complete tax form, certificate, document or other information reasonably requested by the Selling Shareholder that would have reduced the imposition of such transfer taxes, or the withholding of such taxes.

Appears in 2 contracts

Samples: Underwriting Agreement (VEON Ltd.), Underwriting Agreement (Telenor East Holding II As)

Payment and Delivery. Payment for the Firm Shares to be sold by each the Selling Shareholder shall be made to such the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[•], 20202024, or at such other time on the same or such other date, not later than March 16[•], 20202024, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[•], 20202024, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 2 contracts

Samples: Underwriting Agreement (Novelis Inc.), Underwriting Agreement (Novelis Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder seller shall be made to such the Company and Selling Shareholder Stockholders in Federal or other federal funds immediately available in New York City against delivery of such Firm Shares for the account of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9July 31, 20202018, or at such other time on the same or such other date, not later than March 16, 2020, as shall be designated in writing by you and the UnderwriterCompany. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other federal funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020five (5) full business days after the date of delivery of such notice, as shall be designated in writing by you and the UnderwriterCompany. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one (1) full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 2 contracts

Samples: Underwriting Agreement (NOODLES & Co), Underwriting Agreement (Mill Road Capital II, L.P.)

Payment and Delivery. Payment of the aggregate Purchase Price for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the REIT in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares to the Representatives for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m.A.M., New York City time, on March 9, 2020the third full business day following the date of this Agreement, or at such other time on the same or such other date, not later than March 16, 2020, date as shall be designated agreed to in writing by the UnderwriterREIT and the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any the Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the REIT in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares to the Representatives for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m.A.M., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, date as shall be designated agreed to in writing by the UnderwriterREIT and the Representatives. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The Company will deliver the Firm Shares and Additional Shares shall be registered to the Representatives for the respective accounts of the Underwriters in such names and in such denominations as book-entry form through the Underwriter shall request not later than one full business day prior to facilities of the Depository Trust Company on the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 2 contracts

Samples: Underwriting Agreement (Amb Property Lp), Underwriting Agreement (Amb Property Corp)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Stockholder shall be made to such Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account of the Underwriter at 10:00 a.m., am New York City time, time on March 97, 20202016, or at such other time on the same or such other date, not later than March 16, 2020the fifth business day thereafter, as shall may be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account of the Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020the tenth business day thereafter, as shall may be designated in writing by the Underwriteryou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes payable, or paid by, by or on behalf ofof the Underwriter, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding taxes required by law.

Appears in 2 contracts

Samples: Underwriting Agreement (China Biologic Products, Inc.), Underwriting Agreement (WP X Biologics LLC)

Payment and Delivery. Payment for the Firm Shares to be sold by each the Selling Shareholder Stockholders shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares shares for the account of the Underwriter at 10:00 a.m., New York City time, on March 9August 28, 2020, 2006 or at such other time on the same or such other date, not later than March 16September 2, 20202006, as shall be designated in writing by the Underwriter. The date and time and date of such payment are hereinafter the payment, in each case, will be referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account of the Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, as shall be designated in writing by the Underwriter. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter on the Closing Date or an Option Closing Datefor their account, as the case may be, for the account of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter duly paid paid, against payment of the Purchase Price therefor. The Underwriter acknowledges that the Shares being delivered by the Selling Stockholders will be delivered via book-entry transfer to the Underwriter’s account at DTC by a participant in DTC whose name appears on a security position listing as the owner of such Shares. The documents to be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Shares will be delivered at the office of DTC or its designated custodian (iithe “Designated Office”) any withholding required by lawon the Closing Date.

Appears in 2 contracts

Samples: Underwriting Agreement (NRG Energy, Inc.), Underwriting Agreement (NRG Energy, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Stockholder shall be made to such Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account of the Underwriter at prior to 10:00 a.m., New York City time, on March 9June 15, 2020, 2018 or at such other time on the same or such other date, not later than March 16, 2020, date as shall be designated in writing mutually agreed by the UnderwriterUnderwriter and the Selling Stockholders. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment The procedures for any Additional payment and delivery of the Shares to be sold by each Selling Shareholder Stockholder shall be as set forth in Schedule I. Subject to the sale of the Shares to the Underwriter in compliance with the terms of this Agreement, payment for the Repurchase Shares shall be made by the Company to such Selling Shareholder the Underwriter in Federal or other funds immediately available in New York City against delivery of such Additional Repurchase Shares for the account of the Underwriter Company at 10:00 a.m., New York City time, on the date specified Closing Date as set forth in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, as shall be designated in writing by the Underwriter. Schedule I. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by law.

Appears in 2 contracts

Samples: Underwriting Agreement (Iqvia Holdings Inc.), Underwriting Agreement (Canada Pension Plan Investment Board)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9September [ ], 20202012, or at such other time on the same or such other date, not later than March 16September [ ], 20202012, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020ten business days after your option to purchase the Additional Shares expires, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Michael Kors Holdings LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9four business days after pricing, 2020if pricing occurs after 4:30 p.m., New York City time, or at such other time on the same or such other date, not later than March 16, 2020five business days after pricing, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17, 2020ten business days after the expiration of the 30-day period during which the Underwriters may exercise their right to purchase the Additional Shares pursuant to Section 2 hereof, as shall be designated in writing by the Underwriteryou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the Additional Shares shall be delivered the Underwriter to you on the Closing Date or an the applicable Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Excel Trust, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each the Selling Shareholder shall be made to such the Selling Shareholder in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[●], 2020, 2018,1 or at such other time on the same or such other date, not later than March 16[●], 2020, 2018,2 as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[●], 2020, 2018,3 as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Hudson Ltd.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[•], 20202021, or at such other time on the same or such other date, not later than March 16[•], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[•], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Applovin Corp)

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal U.S. dollars (“Federal”) or other funds immediately available in New York City against delivery of such Firm Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[●], 20202021, or at such other time on the same or such other date, not later than March 16[●], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder Optional ADSs shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Optional ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[●], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares ADSs and Additional Shares Optional ADSs shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Company will cause the ADRs representing the ADSs to be made available for checking and packaging at least twenty-four hours prior to the Closing Date with respect thereto at the office of DTC or its designated custodian. The Firm Shares ADSs and Additional Shares Optional ADSs shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares ADSs to the Underwriter Underwriters duly paid and (ii) any withholding required by lawthe Company or the Selling Shareholders, as applicable.

Appears in 1 contract

Samples: Underwriting Agreement (Cian PLC)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9June 8, 2020, or at such other time on the same or such other date, not later than March 16June 15, 2020, as shall be designated in writing by the UnderwriterXxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Each of the Closing Date and any Option Closing Date is a “Time of Delivery.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April July 17, 2020, as shall be designated in writing by the UnderwriterXxxxxx Xxxxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Xxxxxx Xxxxxxx shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any non-refundable transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter duly paid Underwriters and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Werner Enterprises Inc)

Payment and Delivery. Payment for the Firm Shares (i) The Securities to be sold purchased by each Underwriter hereunder, in book-entry form in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Selling Shareholder Stockholders, shall be made delivered by or on behalf of the Company and the Selling Stockholders to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery the Representatives, through the facilities of such Firm Shares the Depository Trust Company (“DTC”), for the account of such Underwriter, with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly paid, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company and the Selling Stockholders to the Representatives at 10:00 least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on March 9February 6, 2020, 2015 or at such other time on the same or such other date, not later than March 16, 2020, as shall be designated in writing by the Underwriter. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares Representatives and the Company may agree upon in writing, and, with respect to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account of the Underwriter at 10:00 Option Shares, 9:30 a.m., New York City time, on the date specified by the Representatives in each written notice given by the corresponding notice described in Section ‎3 Representatives of the Underwriters’ election to purchase such Option Shares, or at such other time on and date as the same or on such other dateRepresentatives, the Company and the Selling Stockholders may agree upon in any event not later than April 17, 2020, as shall be designated in writing by writing. Such time and date for delivery of the Underwriter. The Firm Shares is herein called the “First Closing Date”, each such time and Additional Shares shall be registered in such names and in such denominations as date for delivery of the Underwriter shall request Option Shares, if not later than one full business day prior to the Closing Date or the applicable Option First Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter on the Closing Date or an Option is herein called a “Second Closing Date, as the case may be, and each such time and date for the account of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, delivery is herein called a “Closing” or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by law“Closing Date”.

Appears in 1 contract

Samples: Purchase Agreement (K2m Group Holdings, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[ ], 20202012, or at such other time on the same or such other date, not later than March 16[ ], 20202012, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020ten business days after your option to purchase the Additional Shares expires, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Michael Kors Holdings LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at the offices of Freshfields Bruckhaus Dxxxxxxx US LLP, 600 Xxxxxxxxx Xxx, Xxx Xxxx, XX 00000, or at such other places as shall be agreed upon by the Representatives and the Company (with notice to the Selling Shareholder in advance), at 10:00 a.m., New York City time, on March 924, 20202015, or at such other time on the same or such other date, not later than March 1631, 20202015, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 4 or at such other time on the same or on such other date, in any event not later than April 1722, 20202015, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Investment Management Agreement (Horizon Technology Finance Corp)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9November 14, 20202013, or at such other time on the same or such other date, not later than March 16, 2020the fifth business day thereafter, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder GGC Holdings in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020the tenth business day thereafter, as shall be designated in writing by the Underwriteryou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (U.S. Silica Holdings, Inc.)

Payment and Delivery. Payment for the Firm Shares Notes to be sold by each Selling Shareholder the Company shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Notes for the account respective accounts of the Underwriter several Underwriters at the offices of Ropes & Gxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 or at such other places as shall be agreed upon by the Representative and the Company at 10:00 a.m., a.m. New York City time, time on March 930, 2020, 2021 or at such other time on the same or such other date, not later than March 1630, 20202021, as shall be designated in writing by the UnderwriterRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder Notes shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Notes for the account respective accounts of the Underwriter several Underwriters at the above-mentioned offices or at such other place as shall be agreed upon the Representative and the Company at 10:00 a.m., a.m. New York City time, time on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, date in any event not later than April 1722, 2020, 2021 as shall be designated in writing by the UnderwriterRepresentative. The Firm Shares Notes and Additional Shares Notes shall be registered in such names and in such denominations as the Underwriter Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Notes and Additional Shares Notes shall be delivered to the Underwriter Representative on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares Securities to the Underwriter Underwriters duly paid and (ii) any withholding required by lawagainst payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Horizon Technology Finance Corp)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9April [—], 20202013, or at such other time on the same or such other date, not later than March 16April [—], 20202013, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each the Selling Shareholder Shareholders shall be made to such Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[—], 20202013, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Performant Financial Corp)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[____________], 20202021, or at such other time on the same or such other date, in any event not later than March 16, 2020five business days thereafter, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020ten business days thereafter, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Mister Car Wash, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[____________], 20202021, or at such other time on the same or such other date, not later than March 16[_________], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[_______], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Intermedia Cloud Communications, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder the Company shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery issuance of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at [10:00 a.m.], New York City time, on March 9[•], 20202019, or at such other time on the same or such other date, not later than March 16[•], 20202019, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery issuance of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17[•], 2020, 2019 as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter issued to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Fangdd Network Group Ltd.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available funds in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[ 🌑 ], 20202021, or at such other time on the same or such other date, not later than March 16[ 🌑 ], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Shareholders in Federal or other funds immediately available funds in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[ 🌑 ], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Driven Brands Holdings Inc.)

Payment and Delivery. Payment to each Selling Shareholder for the Units representing the Firm Shares Securities to be sold by each Selling Shareholder as set forth on Schedule I hereto shall be made by wire transfer to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares Units for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9, 20202009, or at such other time on the same or such other date, not later than March 16, 20202009, as shall be designated in writing by you, in an amount equal to the Underwriterproduct of (x) the Unit Purchase Price and (y) the aggregate number of Units representing the Firm Securities to be sold by such Selling Shareholder as set forth in Schedule I hereto. Payment to the Company for the Units representing the Firm Securities to be sold by each Selling Shareholder as set forth on Schedule I hereto and the Firm Company Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Units and Firm Company Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on , 2009, or at such other time on the same or such other date, not later than , 2009, as shall be designated in writing by you, in the amount equal to the sum of (a) the amount by which the product of (i) the Purchase Price and (ii) the Firm Shares exceeds the product of (x) the Unit Purchase Price and (y) the aggregate number of Units representing the Firm Securities to be sold by the Selling Shareholders as set forth in Schedule I hereto and (b) an amount equal to the Discount multiplied by the number of Firm Shares purchased from the Underwriters by the Selling Shareholders. The time and date of such payment payments are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 20202009, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Firm Company Shares, Firm Securities, and Additional Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the applicable purchase price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Palm Inc)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., A.M. (New York City time), on March 9November 29, 20202021, or at such other time on the same or such other date, not later than March 16, 2020, date as shall be designated in writing by the UnderwriterRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, date as shall be designated in writing agreed by the UnderwriterRepresentative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Series D Preferred Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to LTC through the Underwriter facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by lawseveral Underwriters.

Appears in 1 contract

Samples: Investment Advisory Agreement (Eagle Point Credit Co Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder ADSs shall be made to such the Company and the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Firm Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[·], 20202019, or at such other time on the same or such other date, not later than March 16[·], 20202019, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder ADSs shall be made to such the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[·], 20202019, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares ADSs to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Wanda Sports Group Co LTD)

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each the Company and the Selling Shareholder Shareholders shall be made to the Company and to a designee of such Selling Shareholder Shareholders, respectively, in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9February 15, 2020, 2012 or at such other time on the same or such other date, not later than March 16, 2020ten business days after such date, as shall be designated in writing by the UnderwriterManagers. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares ADSs to be sold by each the Selling Shareholder Shareholders shall be made to a designee of such Selling Shareholder Shareholders in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17, 2020, date as shall be designated in writing by the UnderwriterManagers. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as the Underwriter Managers shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The ADRs corresponding to the Firm Shares ADSs and Additional Shares ADSs shall be delivered to the Underwriter Managers on the Closing Date or an on the Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares ADSs to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (WNS (Holdings) LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9December [ ], 20202014, or at such other time on the same or such other date, not later than March 16December [ ], 20202014, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such each Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17January [ ], 20202014, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter by registration on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Avolon Holdings LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9April [—], 20202015, or at such other time on the same or such other date, not later than March 16April [—], 20202015, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17May [—], 20202015, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Tribune Media Co)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., A.M. (New York City time), on March 9July 26, 20202023, or at such other time on the same or such other date, not later than March 16, 2020, date as shall be designated in writing by the UnderwriterRepresentative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City to a bank account designated by the Company against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., 12:00 P.M. (New York City time), on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, date as shall be designated in writing agreed by the UnderwriterRepresentative and the Company, at a purchase price equal to the Purchase Price less the per share amount of any dividend or other distribution declared by the Company on the Series B Preferred Stock, the record date of which occurs during the period from the Closing Date to, but not including, the Option Closing Date (as defined below). The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to Ladenburg through the Underwriter facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by lawseveral Underwriters.

Appears in 1 contract

Samples: Eagle Point Income Co Inc.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City to the account specified by the Seller to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Firm Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9_____________, 20202019, or at such other time on the same or such other date, not later than March 16____________, 20202019, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder ADSs shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City to the account specified by the Company to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Additional Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17_________, 20202019, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by several Underwriters through the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer facilities of the Shares to the Underwriter duly paid and (ii) any withholding required by lawDTC.

Appears in 1 contract

Samples: Underwriting Agreement (Ruhnn Holding LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m.[•] [a./p.m.], New York City time, on March 9[•], 20202021, or at such other time on the same or such other date, not later than March 16[•], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m.[•] [a./p.m.], New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17[•], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes duly paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by lawUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement (iFit Health & Fitness Inc)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[—], 20202014, or at such other time on the same or such other date, not later than March 16[—], 20202014, as shall be designated in writing by you and the UnderwriterCompany. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[—], 20202014, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Zayo Group Holdings, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller (or to accounts otherwise designated by such Seller and agreed to by the Underwriters) in Federal or other funds immediately available in New York City Chicago against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City timeCentral Time, on March 9October __, 2020, 2010 or at such other time on the same or such other date, not later than March 16, 2020, date as shall be designated in writing agreed to by the Underwriterparties hereto in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder (or to accounts otherwise designated by such Selling Shareholder and agreed to by the Underwriters) in Federal or other funds immediately available in New York City Chicago against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17November __, 20202010, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Vera Bradley, Inc.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to each such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9May 12, 20202023, or at such other date and time on as the same or such other dateRepresentatives, not later than March 16, 2020, as shall be designated the Company and the Selling Shareholders may agree upon in writing by the Underwriterwriting. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to each such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other date and time on as the same or on such other dateRepresentatives, in any event not later than April 17, 2020, as shall be designated the Company and the Selling Shareholders may agree upon in writing by the Underwriterfor each applicable Option Closing Date. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Integral Ad Science Holding Corp.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[•], 20202005, or at such other time on the same or such other date, not later than March 16[•], 20202005, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[•], 20202005, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Neustar Inc

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City to the account specified by such Selling Shareholder to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Firm Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[ ], 20202023, or at such other time on the same or such other date, not later than March 16[ ], 20202023, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder ADSs shall be made to such each Selling Shareholder in Federal or other funds immediately available in New York City to the account specified by each Selling Shareholder to the Underwriters at least forty-eight hours in advance of such payment against delivery of such Additional Shares ADSs for the account respective accounts of the Underwriter ​ ​ several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[ ], 20202023, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters through the facilities of the Depository Trust Company. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares ADSs to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Atour Lifestyle Holdings LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9, 20202017, or at such other time on the same or such other date, not later than March 16, 20202017, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17, 20202017, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares Securities and Additional Shares Securities shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Securities and Additional Shares Securities shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares Offered Securities to the Underwriter Underwriters duly paid and paid, (ii) any withholding required by law, and (iii) expenses for which the Underwriters are entitled to reimbursement pursuant to Section 7 entitled “Expenses”.

Appears in 1 contract

Samples: Underwriting Agreement (China Rapid Finance LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9June 12, 20202013, or at such other time on the same or such other date, not later than March 16June 19, 2020, 2013 as shall be designated agreed upon in writing by you and the UnderwriterSelling Shareholders. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17July 19, 20202013 , as shall be designated agreed upon in writing by you and the UnderwriterSelling Shareholders. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter duly paid Underwriters and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (PBF Energy Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[•], 20202023, or at such other time on the same or such other date, not later than March 16[•], 20202023, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[•], 20202023, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Fogo Hospitality, Inc.)

Payment and Delivery. Payment for the Firm Shares to be issued and sold or sold and transferred, as the case may be, by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9, 20202012, or at such other time on the same or such other date, not later than March 16, 20202012, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 20202012, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (AVG Technologies N.V.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at approximately 10:00 a.m., New York City time, on March 9November 13, 20202023, or at such other time on the same or such other date, not later than March 16November 20, 20202023, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17December 18, 20202023, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an the applicable Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law. In addition, subject to the sale of the Firm Shares by the Selling Shareholders to the Underwriters in compliance with the terms of this Agreement, payment of the aggregate purchase price of the Repurchase Shares shall be made by the Company to the Underwriters in immediately available funds to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company at the Closing Date.

Appears in 1 contract

Samples: CCC Intelligent Solutions Holdings Inc.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Stockholder shall be made to such Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9September , 20202018, or at such other time on the same or such other date, not later than March 16September , 20202018, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17October , 20202018, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Docusign Inc)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[ l ] , 20202021, or at such other time on the same or such other date, not later than March 16[ l ] , 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[ l ], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters, against payment of the Purchase Price therefor. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (UserTesting, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[—], 20202013, or at such other time on the same or such other date, not later than March 16[—], 20202013, as shall be designated in writing mutually agreed by you and the UnderwriterSellers. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Company and the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[—], 20202013, as shall be designated in writing mutually agreed by you and the UnderwriterSellers. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Quintiles Transnational Holdings Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the account respective accounts of the Underwriter several Initial Purchasers at 10:00 a.m., New York City time, on March 9August 8, 20202022, or at such other time on the same or such other date, not later than March 16, 2020the fifth business day thereafter, as shall may be designated mutually agreed in writing by the UnderwriterCompany and the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the account respective accounts of the Underwriter several Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17, 2020the second business day thereafter, as shall may be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares Securities shall be in global form, and registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Initial Purchasers, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares Securities to the Underwriter Initial Purchasers duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Purchase Agreement (Infinera Corp)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9, 2020, or at such other time on the same or such other date, not later than March 16, 2020,[ ], as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[ ], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price actually payable by the Underwriter Underwriters shall be reduced (but treated as paid hereunder to the person(s) which would otherwise be entitled to be paid any such reduced amount) by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Airsculpt Technologies, Inc.)

Payment and Delivery. Payment Delivery and payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account of the Underwriter at 10:00 a.m.9:15 A.M., New York City time, on March 9the third Business Day following the effective date (the “Effective Date”) of this Underwriting Agreement (or the fourth Business Day following the Effective Date, 2020if the Shares are priced after 4:30 p.m.) or at such earlier time as shall be agreed upon by the Representatives and the Company at the offices of Maxim Group LLC, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 or at such other time on the same or such other date, not later than March 16, 2020, place as shall be designated in writing agreed upon by the UnderwriterRepresentative and the Company. The time hour and date of such delivery and payment are hereinafter referred to as for the Shares is called the “Closing Date.” The payment of the purchase price for, and delivery the Shares is referred to herein as the “Closing.” Payment for any Additional the Shares (less commissions, expense allowance and actual expense payments or other fees payable pursuant to be sold by each Selling Shareholder this Agreement) shall be made to such Selling Shareholder on the Closing Date at the Representative’s election by wire transfer in Federal (same day) funds or other funds immediately available by certified or bank cashier’s check(s) in New York City against Clearing House funds. Delivery of the Shares to the Underwriters may be made by means of delivery of such Additional certificates (in form and substance satisfactory to the Underwriters) representing the Shares or through the full fast transfer facilities of the Depository Trust Company (the “DTC”) for the account of the Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, as shall be designated in writing by the UnderwriterUnderwriters. The Firm Shares and Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriter shall Representatives may request not later than one full business day in writing at least two Business Days prior to the Closing Date or Date. The Company will permit the applicable Option Representatives to examine and package the Shares for delivery, at least one full Business Day prior to the Closing Date, as the case may be. The Firm Company shall not be obligated to sell or deliver the Shares and Additional Shares shall be delivered the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the account except upon tender of the Underwriter. The Purchase Price payable payment by the Underwriter shall be reduced by (i) any transfer taxes paid byRepresentatives for all the Shares. Maxim Group LLC Global Hunter Securities, or on behalf ofLLC November 19, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by law.2010

Appears in 1 contract

Samples: Agreement (Shengkai Innovations, Inc.)

Payment and Delivery. Payment Pursuant to the Underwriting Agreement, payment for the Firm Shares ADSs to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[•], 20202024, or at such other time on the same or such other date, not later than March 16[•], 20202024, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder ADSs shall be made to such the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17[•], 20202024, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares ADSs and Additional Shares ADSs shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares ADSs and Additional Shares ADSs shall be delivered by the Underwriter Selling Shareholders to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Pursuant to the Underwriting Agreement, the Purchase Price payable by the Underwriter Underwriters to a Selling Shareholder shall be reduced by (i) any transfer taxes Transfer Taxes paid by, or on behalf of, the Underwriter in connection Underwriters with the transfer of the Shares respect to the Underwriter duly paid and (ii) any withholding required by lawsuch Selling Shareholder.

Appears in 1 contract

Samples: Company Support Agreement (Joint Stock Co Kaspi.kz)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder (or to accounts otherwise designated by such Selling Shareholder and agreed to by the Underwriters) in Federal or other funds immediately available in New York City Chicago against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City timeCentral Time, on March 9April , 2020, 2011 or at such other time on the same or such other date, not later than March 16, 2020, date as shall be designated in writing agreed to by the Underwriterparties hereto in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder (or to accounts otherwise designated by such Selling Shareholder and agreed to by the Underwriters) in Federal or other funds immediately available in New York City Chicago against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City timeCentral Time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17May , 20202011, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Vera Bradley, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other U.S. funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 8:00 a.m., New York City time, on March 9[], 20202021, or at such other time on the same or such other date, not later than March 16[], 20202021, as shall be designated in writing by the UnderwriterRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other U.S. funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 8:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17, 2020, date as shall be designated in writing by the UnderwriterRepresentative. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representative on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by by: (i) the Underwriting Fee; (ii) any transfer expenses and applicable taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares hereon to the Underwriter duly paid be reimbursed pursuant to Section 7; and (iiiii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[•], 20202021, or at such other time on the same or such other date, not later than March 16[•], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17[•], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Zeta Global Holdings Corp.)

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Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at approximately 10:00 a.m., New York City time, on March 9[—], 20202015, or at such other time on the same or such other date, not later than March 16[—], 20202015, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[—], 20202015, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters, shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) subject to any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Fitbit Inc)

Payment and Delivery. Payment of the purchase price for the Firm Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery authorized at the offices of such Firm Shares Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the account of the Underwriter Company, at 10:00 a.m.000 Xxxx Xxxxxx, New York City timeXxx Xxxx, on March 9, 2020Xxx Xxxx 00000, or at such other time place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (New York City time) on the same business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other date, time not later than March 16, 2020, ten business days after such date as shall be designated in writing agreed upon by the UnderwriterRepresentatives and the Company, and such payment shall be made against delivery, at such time, of one or more global Securities to a custodian for The Depository Trust Company (“DTC”), to be held by DTC initially for the accounts of the several Underwriters. The time and date of such payment are hereinafter referred to as and delivery is herein called the “Closing DateTime.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds the Company by wire transfer of immediately available funds to a bank account designated by the Company. It is understood that each Underwriter has authorized [BILLING AND DELIVERY BANK], for its account, to acknowledge receipt of, and make payment of the purchase price for, the Securities that it has agreed to purchase. Any of the Representatives individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Global Securities will be made available for examination by the Representatives in New York, New York City against delivery of such Additional Shares for the account of the Underwriter at 10:00 a.m., not later than 2:00 P.M. (New York City time, ) on the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, as shall be designated in writing by the Underwriter. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by lawTime.

Appears in 1 contract

Samples: Tucson Electric Power Company (Tucson Electric Power Co)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[•], 20202011, or at such other time on the same or such other date, not later than March 16[•], 20202011, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[•], 20202011, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) reduced by any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) shall be treated as satisfied to the extent of any withholding amount withheld and paid over to the applicable taxing authority as required by law, including, for the avoidance of doubt, with respect to any Selling Stockholder that is not a U.S. person for U.S. federal income tax purposes, any withholding tax imposed on such Selling Stockholder by section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”).

Appears in 1 contract

Samples: Underwriting Agreement (Molycorp, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds funds, denominated in the currency in which the Public Offering Price was received, immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9____________, 20202006, or at such other time on the same or such other date, not later than March 16_________, 20202006, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE." Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Sellers in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 8:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17_______, 2020, 2006 as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Corel Corp)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of the such Firm Shares, with any transfer taxes payable in connection with the sale of the Firm Shares duly paid by the Fund, for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., A.M. (New York City time), on March 9, 2020the second full business day following the date of this Agreement, or at such other time on the same or such other date, not later than March 16, 2020, as shall be designated in writing date determined by agreement between the UnderwriterFund and the Representative. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Fund in Federal or other funds immediately available in New York City to a bank account designated by the Fund against delivery of such Additional Shares Shares, for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., A.M. (New York City time), on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17August 11, 20202018, as shall be designated in writing by the UnderwriterRepresentative. The time and date of any such payment for Additional Shares are herein referred to as the “Option Closing Date.” The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered through the Underwriter facilities of The Depository Trust Company on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by lawseveral Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Saratoga Investment Corp.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9, 2020[closing date], or at such other time on the same or such other date, not later than March 16, 2020[closing date + 5 business days], as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each the Selling Shareholder Stockholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020[expiration date of shoe + 10 business days], as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Managers shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Managers on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: CKE Inc.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., a.m. (New York City time) on [•], on March 9, 2020, 2020 or at such other time on the same or such other date, not later than March 16[•], 2020, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., a.m. (New York City time, ) on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, [•],2020 as shall be designated in writing by the UnderwriterRepresentatives in the same manner as set forth in the preceding paragraph of this Section 5. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Company shall cause the Firm Shares and Additional Shares shall to be delivered to the Underwriter Representatives on the Closing Date or Date, and each Selling Shareholder shall cause the relevant Additional Shares to be delivered on an Option Closing Date, as the case may bein each case, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) in the case of the Firm Shares, the Aggregate Firm Capital Increase Amount (as defined below), (ii) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (iiiii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (ADC Therapeutics SA)

Payment and Delivery. Payment for the Firm Shares to be sold by each the Selling Shareholder shall be made to such the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 919, 20202013, or at such other time on the same or such other date, not later than March 16, 2020the fifth business day thereafter, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020the tenth business day thereafter, as shall be designated in writing by the Underwriteryou. The Firm Shares and the Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (U.S. Silica Holdings, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the account respective accounts of the Underwriter several Initial Purchasers at 10:00 a.m., New York City time, on March 9April 5, 20202004, or at such other time on the same or such other date, not later than March 16, 2020, date as shall be designated in writing by mutually agreeable to the UnderwriterCompany and the Initial Purchasers. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE." Payment for any Additional Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the account respective accounts of the Underwriter several Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17, 2020, date as shall be designated in writing by mutually agreeable to the UnderwriterCompany and the Initial Purchasers. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as the Underwriter you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) Initial Purchaser, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares Securities to the Underwriter Initial Purchaser duly paid paid, against payment of the Purchase Price therefor plus accrued interest, if any, to the date of payment and (ii) any withholding required by lawdelivery.

Appears in 1 contract

Samples: Impax Laboratories Inc

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m.[●] [a.m.][p.m.], New York City time, on March 9[Month] [●], 2020, or at such other time on the same or such other date, not later than March 16[Month] [●], 2020, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m.[●] [a.m.][p.m.], New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[Month] [●], 2020, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to Barclays Capital Inc. on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, by or on behalf of, of the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (BigCommerce Holdings, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each the Selling Shareholder Stockholder shall be made to such the Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[●], 20202023, or at such other time on the same or such other date, not later than March 16, 2020the fifth business day thereafter, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each the Selling Shareholder Stockholder shall be made to such the Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[●], 20202023, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter duly paid Underwriters and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (GE HealthCare Technologies Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9May 20, 20202014, or at such other time on the same or such other date, not later than March 16, 2020the fifth business day thereafter, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2, or at such other time on the same or on such other date, in any event not later than April 17, 2020, date as shall be designated in writing agreed upon by the UnderwriterRepresentatives and the Company. The Firm Shares Securities and Additional Shares Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations ($1,000 or integral multiples thereof) as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares Securities and Additional Shares Securities shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares Securities to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Spirit Realty Capital, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at approximately 10:00 a.m., New York City time, on March 9[•], 20202018, or at such other time on the same or such other date, not later than March 16[•], 20202018, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Company, to the Custodian or to the Selling Shareholder Stockholder, as applicable, for the benefit of the Company and/or Selling Stockholders, as applicable, in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at approximately 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[•], 20202018, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) subject to any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Sonos Inc)

Payment and Delivery. Payment for of the Firm Shares to be sold by each Selling Shareholder purchase price for, and delivery of the Notes shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery at the offices of such Firm Shares for the account of the Underwriter at 10:00 a.m.Sidley Austin LLP, New York City timeYork, on March 9, 2020New York, or at such other time place as shall be agreed upon by the Underwriters and the Company, at 9:00 A.M. (New York City time) on the same third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day following the date of this Agreement, or such other date, time not later than March 16, 2020, ten business days after such date as shall be designated in writing agreed upon by the Underwriter. The Underwriters and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that the overallotment option described in (b) above is exercised by the Underwriters, payment of the purchase price for and delivery of the Option Notes shall be made at the above-mentioned offices of Sidley Austin LLP, or at such payment are hereinafter referred other place as shall be agreed upon by the Underwriters and the Company on each Date of Delivery as specified in the notice to the Company. The Notes shall be delivered in the form of one or more permanent global securities deposited with the Trustee as custodian for The Depository Trust Company (the “Closing Date.” DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in such global security will be held in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds the Company by wire transfer of immediately available in New York City funds to a bank account designated by the Company, against delivery to the Underwriters of such Additional Shares certificates for the account of the Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, as shall Notes to be designated in writing purchased by the Underwriter. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter on the Closing Date or an Option Closing Date, as the case may be, for the account of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by lawthem.

Appears in 1 contract

Samples: Underwriting Agreement (Travelcenters of America LLC)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Stockholder shall be made to such Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at approximately 10:00 a.m., New York City time, on March 9May 3, 20202021, or at such other time on the same or such other date, not later than March 16, 2020, date as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder Stockholder shall be made to such Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at approximately 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17June 2, 20202021, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (PQ Group Holdings Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller by wire transfer in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9January [ ], 20202006, or at such other time on the same or such other date, not later than March 16January [ ], 20202006, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE." Payment for any Additional Shares to be sold by each Selling Shareholder a Seller shall be made to such Selling Shareholder Seller by wire transfer in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[ ], 20202006, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Alpha Natural Resources, Inc.

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder the Company shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[●], 20202017, or at such other time on the same or such other date, not later than March 16[●], 20202017, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Company and to the Custodian for the benefit of the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17[●], 20202017, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawlaw in connection with the issuance of Shares by the Company to the Underwriters.

Appears in 1 contract

Samples: Bandwidth Inc.

Payment and Delivery. Payment for the Firm Shares ADSs to be sold by each Selling Shareholder Seller shall be made to a bank account designated by such Selling Shareholder Seller in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9December , 2020, 2010 or at such other time on the same or such other date, not later than March 16December , 20202010, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder ADSs shall be made to such Selling Shareholder the Sellers in Federal federal or other funds immediately available in New York City against delivery of such Additional Shares ADSs for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17January , 2020, 2011 as shall be designated in writing by the UnderwriterRepresentatives. The ADRs representing the Firm Shares and ADSs or Additional Shares ADSs shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Such ADRs representing the Firm Shares and ADSs or Additional Shares ADSs shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares ADSs to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (iSoftStone Holdings LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 926, 20202024, or at such other time on the same or such other date, not later than March 16April 2, 20202024, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Company and the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17May 3, 20202024, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Stevanato Group S.p.A.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal (same day) or other funds immediately available in New York City to the account specified by such Seller against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9, 20202009, or at such other time on the same or such other date, not later than March 16, 20202009, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such each Selling Shareholder Stockholder selling Additional Shares in Federal (same day) or other funds immediately available in New York City to the account specified by such Selling Stockholder against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 20202009, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Rosetta Stone Inc)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[•], 202020111, or at such other time on the same or such other date, not later than March 16[•], 202020112, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[•], 202020113, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) reduced by any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) shall be treated as satisfied to the extent of any withholding amount withheld and paid over to the applicable taxing authority as required by law, including, for the avoidance of doubt, with respect to any Selling Stockholder that is not a U.S. person for U.S. federal income tax purposes, any withholding tax imposed on such Selling Stockholder by section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”).

Appears in 1 contract

Samples: Underwriting Agreement (Molycorp, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[—], 20202012, or at such other time on the same or such other date, not later than March 16[—], 20202012, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Institutional Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[—], 20202012, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (NDS Group Holdings, LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Stockholder shall be made to such Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9November 1, 20202013, or at such other time on the same or such other date, not later than March 16, 2020the fifth business day thereafter, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020the tenth business day thereafter, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (BankUnited, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder hereunder shall be made to such the Forward Counterparties and [the Selling Shareholder Shareholders], as applicable, in Federal or other funds immediately available in New York City against delivery of such the Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9September 29, 20202014, or at such other time on the same or such other date, not later than March 16October 6, 20202014, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such [the Selling Shareholder Shareholders] in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17November 6, 20202014, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an the Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Israel Chemicals LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Stockholder shall be made to such Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9May 24, 20202024, or at such other time on the same or such other date, not later than March 16June 3, 20202024, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020the tenth business day after such notice, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The several Underwriters against payment of the Purchase Price therefor and with any transfer, stamp or other similar taxes payable by the Underwriter shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Shares to the Underwriter Underwriters duly paid as set forth in Section 8(c) and (ii) any withholding required by lawSection 8(d).

Appears in 1 contract

Samples: Underwriting Agreement (LifeStance Health Group, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9April __, 20202004, or at such other time on the same or such other date, not later than March 16________, 20202004, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each a Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17________, 20202004, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Axis Capital Holdings LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal (same day) or other funds immediately available in New York City to the account specified by such Seller against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9August [ ], 20202009, or at such other time on the same or such other date, not later than March 16, 2020, date as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such each Selling Shareholder Stockholder selling Additional Shares in Federal (same day) or other funds immediately available in New York City to the account specified by such Selling Stockholder against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, date as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one two full business day days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Rosetta Stone Inc)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9January 28, 20202014, or at such other time on the same or such other date, not later than March 16February 4, 20202014, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” The Closing Date and each Option Closing Date are each sometimes referred to herein as an “Applicable Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17February 28, 20202014, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid paid, and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Splunk Inc)

Payment and Delivery. Payment for the Firm Shares to be sold by each the Selling Shareholder Stockholder shall be made to such the account(s) specified by the Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 96, 20202024, or at such other time on the same or such other date, not later than March 1611, 20202024, as shall be designated in writing by the UnderwriterRepresentative. The time and date of such payment are hereinafter referred to as the “Closing Date.” On the Closing Date, subject to the sale of the Firm Shares by the Selling Stockholder to the Underwriters in compliance with the terms of this Agreement, and in consideration for the Repurchase Shares, the Company shall pay the Purchase Price for each share of the Repurchase Shares by wire transfer of federal (same-day) funds to the account specified by the Underwriters to the Company at least twenty-four hours in advance. Payment for any Additional the Repurchase Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery by the Underwriters of such Additional the Repurchase Shares to the Company through the facilities of DTC for the account of the Underwriter at 10:00 a.m., New York City time, Company on the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, as shall be designated in writing by the UnderwriterClosing Date. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representative shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representative on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (AppLovin Corp)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[ ], 20202007, or at such other time on the same or such other date, not later than March 16[ ], 20202007, as shall be designated in writing by you and provided to the UnderwriterCompany and each Selling Shareholder. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[ ], 20202007, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Genpact LTD)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Stockholder shall be made to such Selling Shareholder Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9August [ ], 20202018, or at such other time on the same or such other date, not later than March 16August [ ], 20202018, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Stockholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other datedate as shall be designated in writing by you, in any event not later than April 17October [ ], 2020, as shall be designated in writing by the Underwriter2018. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Sailpoint Technologies Holdings, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 [—] a.m., New York City time, on March 9[—], 20202013, or at such other time on the same or such other date, not later than March 16[—], 20202013, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each the Selling Shareholder Shareholders shall be made to such Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[—], 20202013, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Performant Financial Corp)

Payment and Delivery. Payment for the Firm Shares to be sold by each the Selling Shareholder Stockholders shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares shares for the account of the Underwriter at 10:00 a.m., New York City time, on March 9August 15, 2020, 2006 or at such other time on the same or such other date, not later than March 16August 20, 20202006, as shall be designated in writing by the Underwriter. The date and time and date of such payment are hereinafter the payment, in each case, will be referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account of the Underwriter at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 or at such other time on the same or on such other date, in any event not later than April 17, 2020, as shall be designated in writing by the Underwriter. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter on the Closing Date or an Option Closing Datefor their account, as the case may be, for the account of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter duly paid paid, against payment of the Purchase Price therefor. The Underwriter acknowledges that the Shares being delivered by the Selling Stockholders will be delivered via book-entry transfer to the Underwriter’s account at DTC by a participant in DTC whose name appears on a security position listing as the owner of such Shares. The documents to be delivered on the Closing Date by or on behalf of the parties hereto will be delivered at the offices of Lxxxxx & Wxxxxxx LLP, 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Shares will be delivered at the office of DTC or its designated custodian (iithe “Designated Office”) any withholding required by lawon the Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (NRG Energy, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9August [•], 20202021, or at such other time on the same or such other date, not later than March 16August [•], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[•], 20202021, as shall be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Representatives shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (McAfee Corp.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the account respective accounts of the Underwriter several Initial Purchasers at 10:00 a.m., New York City time, on March 9, 2020, or at such other time on the same or such other date, not later than March 16, 2020the fifth business day thereafter, as shall may be designated mutually agreed in writing by the UnderwriterCompany and the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the account respective accounts of the Underwriter several Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17, 2020the second business day thereafter, as shall may be designated in writing by the UnderwriterRepresentatives. The Firm Shares and Additional Shares Securities shall be in global form, and registered in such names and in such denominations as the Underwriter Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered to the Underwriter Representatives on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Initial Purchasers, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares Securities to the Underwriter Initial Purchasers duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: INFINERA Corp

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9[—], 20202015, or at such other time on the same or such other date, not later than March 16, 2020, date as shall be designated in writing by you and the UnderwriterCompany. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17[—], 20202015, as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Zayo Group Holdings, Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder shall be made to such Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9July 2, 20202021, or at such other time on the same or such other date, not later than March 16July 7, 20202021, as shall be designated in writing by the UnderwriterXxxxxx Xxxxxxx. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder Shareholders in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17August 12, 20202021, as shall be designated in writing by the UnderwriterXxxxxx Xxxxxxx. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter Xxxxxx Xxxxxxx shall request not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to Xxxxxx Xxxxxxx on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriterseveral Underwriters. The Purchase Price payable by the Underwriter Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter Underwriters in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by law.

Appears in 1 contract

Samples: Underwriting Agreement (Eagle Bulk Shipping Inc.)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal or other funds immediately available at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx in New York City against delivery of such Firm Shares Securities for the account respective accounts of the Underwriter several Initial Purchasers at 10:00 a.m., New York City time, on March 9April 6, 20202004, or at such other time on the same or such other date, not later than March 16April 13, 20202004, as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” ”. Payment for any Additional Shares to be sold by each Selling Shareholder Securities shall be made to such Selling Shareholder the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Securities for the account respective accounts of the Underwriter several Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 2 or at such other time on the same or on such other date, in any event not later than April 17, 202030 days after the Closing Date, as shall be designated in writing by the Underwriteryou. The Firm Shares time and Additional Shares date of such payment are hereinafter referred to as the “Option Closing Date”. The Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares Securities shall be delivered the Underwriter to you on the Closing Date or an the Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Initial Purchasers, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares Securities to the Underwriter Initial Purchasers duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Purchase Agreement (On Semiconductor Corp)

Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Shareholder Seller shall be made to such Selling Shareholder Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on March 9, 20202008, or at such other time on the same or such other date, not later than March 16, 20202008 [5 business days after date inserted above], as shall be designated in writing by the Underwriteryou. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Shares to be sold by each Selling Shareholder shall be made to such the Selling Shareholder in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account respective accounts of the Underwriter several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section ‎3 3 or at such other time on the same or on such other date, in any event not later than April 17, 20202008 [10 business days after expiration of over-allotment option], as shall be designated in writing by the Underwriteryou. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Underwriter you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered the Underwriter to you on the Closing Date or an Option Closing Date, as the case may be, for the account respective accounts of the Underwriter. The Purchase Price payable by the Underwriter shall be reduced by (i) several Underwriters, with any transfer taxes paid by, or on behalf of, the Underwriter payable in connection with the transfer of the Shares to the Underwriter Underwriters duly paid and (ii) any withholding required by lawpaid, against payment of the Purchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Rhino Resources, Inc.)

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